Common use of Assignment of NDAs Clause in Contracts

Assignment of NDAs. Parent agrees not to, and shall cause its Affiliates and its and their Representatives not to, without the prior written consent of Buyer, release any Person from, or waive any provision of, any confidentiality, non-solicitation or similar agreements between Parent, its Affiliates or its or their Representatives, on the one hand, and any other Person, on the other hand, that were entered into or in connection with or relating to an Acquisition Proposal or that otherwise relate to the Business or the Transferred Subsidiaries. At the Closing, Parent shall, and shall cause its Affiliates and its and their respective Representatives to, to the extent assignable in accordance with the terms thereof, assign, grant and convey to Buyer all of the rights under such confidentiality, non-solicitation or similar agreements to the extent related to the Business, including the right to enforce all the terms of such agreements to the extent related to the Business. At Buyer’s request, Parent or its Affiliates will use commercially reasonable efforts to enforce on Buyer’s behalf (with Buyer solely responsible for all fees and expenses incurred in connection therewith) any such rights that are not assignable. At the Closing, Parent shall deliver to Buyer complete and correct copies of all such agreements.

Assignment of NDAs. Parent agrees not to, and shall cause its Affiliates and its and their Representatives not to, without the prior written consent of Buyer, release any Person from, or waive any provision of, any confidentiality, non-solicitation or similar agreements between Parent, its Affiliates or its or their Representatives, on the one hand, and any other Person, on the other hand, that were entered into or in connection with or relating to an Acquisition Proposal or that otherwise relate to the Business or the Transferred Subsidiaries. At the Closing, Parent shall, and shall cause its Affiliates and its and their respective Representatives 77 to, to the extent assignable in accordance with the terms thereof, assign, grant and convey to Buyer all of the rights under such confidentiality, non-solicitation or similar agreements to the extent related to the Business, including the right to enforce all the terms of such agreements to the extent related to the Business. At Buyer’s request, Parent or its Affiliates will use commercially reasonable efforts to enforce on Buyer’s behalf (with Buyer solely responsible for all fees and expenses incurred in connection therewith) any such rights that are not assignable. At the Closing, Parent shall deliver to Buyer complete and correct copies of all such agreements.